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Flexible CUSTOMIZED SERVICES - Transactions and M&A Advisory

Transactions and M&A Advisory

Each Transaction structuring or restructuring scenario calls for different solutions and professional skills. We offer a broad range of services that are tailored to individual situations to help in evaluating opportunities, establishing most effective transaction restructuring plan.

Every transaction has tax and financial implications, whether it's an acquisition, disposal, and refinancing, restructuring or initial public offering. Understanding and planning for these implications can mitigate transaction risk, enhance opportunity within the deal and provide crucial negotiation insights.

Our Transaction Advisory and M&A Services vertical comprises of following services

  • M&A Support Services
  • Due Diligence
  • Domestics Taxation – Direct & Indirect Tax

M&A Support Services

  • Analyzing the clients’ current position and commercial objectives
  • Evaluate the tax and regulatory framework to achieve the desired structure
  • Providing different structures of achieving desired objective such as through mergers/ demergers/ slump sales, etc.
  • Providing inputs for drafting key agreements such as Business Transfer Agreements, etc.
  • Drafting and executing Scheme of Arrangement as per section 230 to 234 of the Companies Act, 2013
  • Drafting and executing Scheme of Capital Reduction as per Section 66 of the Companies Act, 2013
  • Migration from Partnership Firms/ Proprietorship concerns/ LLPs into Companies and vice - versa
  • Advise on the Share Swap Ratio for the Scheme of arrangement
  • Guidance on tax and stamp duty costs of M&A activities and assistance on stamp duty adjudications
  • Advising on family trusts and estate planning and various options of executing the same considering finance, tax and legal implications

Transactions and M&A Advisory

Due Diligence

Financial and Tax Due Diligence involves assessing the risks and opportunities of a proposed transaction and helping to reduce the risk of unpleasant surprises after the completion of the transaction.

Vendor Due Diligence

We provide comfort to bothBuyers (Acquirers) and Sellers (Vendors/Targets) with an independent view of the business, encompassingits performance and prospects.

How do we support in a Vendor Due Diligence?

  • Provide vendors with greater control over the sale process and the timing of sale
  • Provide sound advice to vendors to remove irregularities in the business and its functioning; therebymoving forward to a clean and transparent business enterprise

Transactions and M&A Advisory

  • Provide acquirer with greater certainty over the nature of the business and the characteristics of its cashflow
  • Adding credibility to the facts, figures and information provided in the information memorandum andteasers
  • Provide enhance inputs on the local market, industry, market demand and supply dynamics, and instillconfidence in the buyer on vendor’s existing operating lines and its functioning
  • Remove the necessity for a buyer to have substantial access to do their own due diligence work as theywill be able to rely on the vendor due diligence report
  • Reduces uncertainty risk for financial buyers, potentially justifying higher offers.
  • Advising on various structures of executing the sale process considering tax and financial implications
  • Providing risk mitigation strategy to the vendors

Transactions and M&A Advisory

Due Diligence

Acquisition Due Diligence

Any corporate buying another enterprise requires to verify diligently all the assumptions it is making for thatdeal. Financial due diligence provides peace of mind to both the parties to the deal, by analyzing andvalidating all the financial, commercial, operational and strategic assumptions being made.

How do we support in an Acquisition Due Diligence?

  • Assistance in enhancing the acquirer’s understanding of the target’sbusiness and therefore increasing the likelihood of the deal achieving itsobjective
  • In depth understanding of the market, business, current regulatory andpolicies impacting the business

Transactions and M&A Advisory

  • Identification and understanding of critical success and risks factors
  • Detailed overview of target’s business structure and its functioning,accounting and tax matters and function wise information and risksimplication
  • Assistance in highlighting the strength that can be built up orweaknesses that can be resolved
  • Providing acquirer, a complete understanding of the target’s legal, tax, regulatory, and other major issues that may create a disaster for theacquiring company
  • Safe guarding interest of the acquirer through representations, warranties and indemnifications
  • Recommending best possible structure of acquisition so as to maximize commercial advantages and limit the transaction costs

Transactions and M&A Advisory

Domestic Taxation

The taxation system in India has been evolving on various aspects considering the growing economy and transparency being implemented. Our team expertizes in various aspects of domestic taxation comprising direct and indirect taxation.

Our taxation services include:

Direct Taxation

  • Advising on various direct tax compliances under the Income-tax Act, 1961, rules framed thereunder, circulars and notifications issued from time to time;
  • Charting out periodical compliances and professionally managing such compliances in timely manner;
  • Guidance on various tax compliances and implications emanating from day to day operations such as validating TDS and TCS requirements, exploring possibilities of lower TDS certificates, computing advance tax, providing opinions on tax deductibility, claims and deductions, etc;

Transactions and M&A Advisory

  • Evaluation optional choices provided by the Income-tax Act, 1961 on tax rates and exemptions/ deductions and advising on best possible choice;
  • Assistance on filing tax returns and ITRs, disclosures required under such ITRs, etc
  • Mapping the taxation requirements including details and information required during various proceedings before taxation authorities in ERP system so as to access the same as and when required;
  • Guidance on various tax proceedings such as assessments, appeals, revisions, rectifications, etc;
  • Keeping complete track of tax proceedings, litigations, compliances and periodical updates thereto
  • Suggestions on systems upgrades and improvements in business processes and documents considering the changes made in taxation laws
  • Periodical updates to various tax litigations and changes which are relevant for the business and commercial transactions
  • Advising on tax planning opportunities to achieve tax efficiencies
  • Evaluation various structures from anti-abuse provisions introduced under taxation laws from time to time including GAAR

Transactions and M&A Advisory

Domestic Taxation

Indirect Taxation

  • Advising on various indirect tax compliances under Goods and Services Tax, rules framed thereunder, circulars and notifications issued from time to time;
  • Charting out periodical compliances and professionally managing such compliances in timely manner;
  • Addressing various GST compliances and implications emanating from day to day operations such as filing GST Returns, making computations of GST, etc;
  • Assistance on GST returns and Audits
  • Suggestions on system upgrades and improvements in business processes and documents considering the changes made in GST laws
  • Periodical updates to various GST litigations and changes which are relevant for the business and commercial transactions
  • Making periodical reconciliations of ITC and validating claims of refunds and tax credits
  • Assistance on various aspects of GST Compliances such as validating refunds, filing refund claims, LUT certificates, opinions and advisory on GST, etc.

Transactions and M&A Advisory